SecProbe.io

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 September 19, 2025 VIA EDGAR Sarah Sidwell U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Acceleration Request for Nuburu, Inc. Registration Statement on Form S-1 (File No. 333-289960) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, Nuburu, Inc. respectfully requests that the effective date for the above captioned registration statement on Form S-1 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 5:00 p.m. Eastern Time on September 23, 2025, or as soon thereafter as is practicable. Should you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

 Very truly yours,

 Nuburu, Inc.

 By:
 /s/ Alessandro Zamboni

 Name: Alessandro Zamboni Title: Executive Chairman

   cc: Amy Bowler, Esq.

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 September 19, 2025 VIA EDGAR Sarah Sidwell U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Acceleration Request for Nuburu, Inc. Registration Statement on Form S-1 (File No. 333-289959) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, Nuburu, Inc. respectfully requests that the effective date for the above captioned registration statement on Form S-1 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 5:00 p.m. Eastern Time on September 23, 2025, or as soon thereafter as is practicable. Should you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

 Very truly yours,

 Nuburu, Inc.

 By:
 /s/ Alessandro Zamboni

 Name: Alessandro Zamboni Title: Executive Chairman

   cc: Amy Bowler, Esq.

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 September 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-1004 Re: Nuburu, Inc. Registration Statement on Form S-1 File No. 333-290147 Ladies and Gentlemen: As the placement agent of the proposed offering of Nuburu, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:30 p.m., Eastern Time, on Friday, September 12, 2025, or as soon thereafter as is practicable. Pursuant to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that, through September 11, 2025, we distributed to each dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated September 10, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Joseph Gunnar & Co., LLC

 By:
 /s/ Stephan A. Stein

 Name: Stephan A. Stein Title: President

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 September 10, 2025 VIA EDGAR Sarah Sidwell U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Acceleration Request for Nuburu, Inc. Registration Statement on Form S-1 (File No. 333-290147) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, Nuburu, Inc. respectfully requests that the effective date for the above captioned registration statement on Form S-1 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 4:30 p.m. Eastern Time on September 12, 2025, or as soon thereafter as is practicable. Should you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

 Very truly yours,

 Nuburu, Inc.

 /s/ Alessandro Zamboni

 Name: Alessandro Zamboni

 Title: Executive Chairman

 cc: Amy Bowler, Esq.

<DOCUMENT>
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<TEXT>
 September 5, 2025

Alessandro Zamboni
Executive Chairman
Nuburu, Inc.
7442 S Tucson Way, Suite 130
Centennial, CO 80112

 Re: Nuburu, Inc.
 Registration Statement on Form S-1
 Filed on August 29, 2025
 File No. 333-289959
Dear Alessandro Zamboni:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Amy Bowler
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 September 5, 2025

Alessandro Zamboni
Executive Chairman
Nuburu, Inc.
7442 S Tucson Way, Suite 130
Centennial, CO 80112

 Re: Nuburu, Inc.
 Registration Statement on Form S-1
 Filed on August 29, 2025
 File No. 333-289960
Dear Alessandro Zamboni:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Amy Bowler
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 August 13, 2025

Alessandro Zamboni
Executive Chairman
Nuburu, Inc.
7442 S Tucson Way, Suite 130
Centennial, CO 80112

 Re: Nuburu, Inc.
 Draft Registration Statement on Form S-1
 Submitted on August 6, 2025
 CIK 0001814215
Dear Alessandro Zamboni:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Amy Bowler
</TEXT>
</DOCUMENT>

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 July 22, 2025 VIA EDGAR Jay Ingram U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Acceleration Request for Nuburu, Inc. Registration Statement on Form S-1, as amended by Amendment No. 1 (File No. 333-288095) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, Nuburu, Inc. respectfully requests that the effective date for the above captioned registration statement on Form S-1 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 4:30 p.m. Eastern Time on July 24, 2025, or as soon thereafter as is practicable. Should you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

 Very truly yours,

 Nuburu, Inc.

 /s/ Alessandro Zamboni

 Name: Alessandro Zamboni

 Title: Executive Chairman

 cc: Amy Bowler, Esq.

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 July 22, 2025 VIA EDGAR Jay Ingram U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Acceleration Request for Nuburu, Inc. Registration Statement on Form S-1, as amended by Amendment Nos. 1 and 2 (File No. 333-287867) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, Nuburu, Inc. respectfully requests that the effective date for the above captioned registration statement on Form S-1 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 4:30 p.m. Eastern Time on July 24, 2025, or as soon thereafter as is practicable. Should you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

 Very truly yours,

 Nuburu, Inc.

 /s/ Alessandro Zamboni

 Name: Alessandro Zamboni

 Title: Executive Chairman

 cc: Amy Bowler, Esq.

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 July 16, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street N.E. Washington, DC 20549 Attn: Erin Donahue Evan Ewing Re: Nuburu, Inc. Registration Statement on Form S-1 (File No. 333-288095) Filed June 16, 2025 Dear Ms. Donahue and Mr. Ewing: Set forth below is the response of Nuburu, Inc. (the “ Company ”) to the comment received from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated July 1, 2025, regarding the above-referenced Registration Statement on Form S-1 (the “ Form S-1 ”). For your convenience, the Company has set forth below the Staff comment followed by the Company’s response. Registration Statement on Form S-1 filed June 16, 2025 General 1. We note that you seek to register up to (i) 6,086,957 shares of common stock issuable to SFE EI, (ii) 2,830,189 shares of common stock issued to Coeptis and (iii) 1,000,000 shares of common stock issuable to Phoenix. In a PIPE transaction, a registered resale of securities is permitted where the investor is irrevocably bound to purchase a set number of securities for a set purchase price that is not based on a market price or a fluctuating ratio. In addition, there can be no conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied. Here, it appears that (i) the SFE EI and Phoenix shares may be future issuances where each investor is not irrevocably bound to purchase a set number of securities for a set purchase price and (ii) the Coeptis transaction contains a true-up adjustment. Please provide us with your analysis regarding your eligibility to register the resale of the common stock that may be issued pursuant to the above transactions. In your analysis, please consider the guidance set forth in Securities Act Sections Compliance and Disclosure Interpretations Question 139.11. We believe that the registration of shares for resale by SFE EI and Phoenix is appropriate and we explain the basis for our conclusion with respect to each issuance below. In each case, the investor acquired a set number of shares determined using a fixed price that is not adjustable based on a market price or fluctuating ratio at a future date and the investor is at market risk with respect to the securities to be registered. We are removing the shares to be issued to Coeptis from this registration statement.

 Location
 Mailing Address P.O. Box 8749 Denver, CO 80201-8749
 Contact

 555 17th Street, Suite 3200 Denver, CO 80202-3921
 p: 303.295.8000 | f: 303.295.8261 www.hollandhart.com

 Page 2
 SFE EI As described in the Form S-1, the Company entered into an agreement with SFE EI to issue 6,086,957 shares of common stock as consideration for SFE EI’s escrowing approximately $4.2 million in assets for purposes of guaranteeing the performance of the Company in connection with its obligations under the TCEI acquisition. The issuance of such shares is a firm fixed obligation of the Company. SFE EI has fully performed its obligations and, as of March 5, 2025, had escrowed the assets as required under the agreement. As a result, the Company became obligated to deliver exactly 6,086,957 shares to SFE EI. There is no market price adjustment mechanism or fluctuating ratio. SFE EI is fully at market risk with respect to such shares. Phoenix The issuance to Phoenix of 1,000,000 shares of common stock was in consideration for the engagement of Phoenix under an agreement described in the Form S-1. The issuance of such shares was a firm fixed obligation of the Company and there are no market price adjustment mechanisms or fluctuating ratios with respect to such shares. Phoenix performed its obligations that entitled it to receive such shares and such shares have been issued to Phoenix. Phoenix is the owner of record of such shares and is fully at market risk with respect to such shares. The Phoenix engagement agreement also provides for the issuance of additional shares in exchange for services in the future under certain circumstances, but shares that may be issuable in the future under the Phoenix agreement are not included on the Form S-1. Only the shares that have actually been issued to Phoenix are being registered on the Form S-1. We will clarify in the description of this transaction the fact that only shares that have been issued are being registered. We respectfully contend that the shares included on the amended Form S-1 are appropriate and we have included clarifying language to address the Commission’s comments. Please contact the Company’s counsel at (303) 290-1086, if you should have any questions regarding the response contained herein. Sincerely, /s/ Amy L. Bowler Amy L. Bowler Partner Holland & Hart LLP

<DOCUMENT>
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<TEXT>
 July 1, 2025

Alessandro Zamboni
Executive Chairman
Nuburu, Inc.
7442 S Tucson Way, Suite 130
Centennial, CO 80112

 Re: Nuburu, Inc.
 Registration Statement on Form S-1
 Filed June 16, 2025
 File No. 333-288095
Dear Alessandro Zamboni:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed June 16, 2025
General

1. We note that you seek to register up to (i) 6,086,957 shares of common
stock issuable
 to SFE EI, (ii) 2,830,189 shares of common stock issued to Coeptis and
(iii) 1,000,000
 shares of common stock issuable to Phoenix. In a PIPE transaction, a
registered resale
 of securities is permitted where the investor is irrevocably bound to
purchase a set
 number of securities for a set purchase price that is not based on a
market price or a
 fluctuating ratio. In addition, there can be no conditions to closing
that are within an
 investor s control or that an investor can cause not to be satisfied.
Here, it appears that
 (i) the SFE EI and Phoenix shares may be future issuances where each
investor is not
 irrevocably bound to purchase a set number of securities for a set
purchase price and
 (ii) the Coeptis transaction contains a true-up adjustment. Please
provide us with your
 analysis regarding your eligibility to register the resale of the common
stock that may
 July 1, 2025
Page 2

 be issued pursuant to the above transactions. In your analysis, please
consider the
 guidance set forth in Securities Act Sections Compliance and Disclosure
 Interpretations Question 139.11.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Erin Donahue at 202-551-6063 or Evan Ewing at
202-551-5920 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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  CORRESP

  January 27, 2025

  VIA EDGAR

  Jay Ingram

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Re: Acceleration Request for Nuburu, Inc. Registration Statement on Form S-1, as amended by Amendment No. 1, No. 2 and No. 3 (File No. 333-281682)

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, Nuburu, Inc. respectfully requests that the effective date for the above captioned registration statement on Form S-1 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 4:00 p.m. Eastern Time on January 29, 2025, or as soon thereafter as is practicable.

  Should you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

  Very truly yours,

  Nuburu, Inc.

  /s/ Brian Knaley

  Name: Brian Knaley

  Title: Chief Executive Officer

  CC: Amy Bowler, Esq.

January 22, 2025
Brian Knaley
Chief Executive Officer
Nuburu, Inc.
7442 S Tucsoan Way, Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 8, 2025
File No. 333-281682
Dear Brian Knaley:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 10, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed January 22, 2025
General
1.Please update your executive and director compensation for the year ended December
31, 2024.  Refer to Item 11(l) of Form S-1.

January 22, 2025
Page 2
            Please contact Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Amy Bowler

January 10, 2025
Brian Knaley
Chief Executive Officer
Nuburu, Inc.
7442 S Tucsoan Way, Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 8, 2025
File No. 333-281682
Dear Brian Knaley:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed January 8, 2025
General
1.We note that you incorporate information by reference into your registration
statement. However, since you have not filed your Form 10-K for the fiscal year
ended December 31, 2024, you are not eligible to incorporate by reference. Refer to
General Instruction VII.C of Form S-1. Please amend the registration statement to
either remove references to incorporation by reference or file your Form 10-K for the
fiscal year ended December 31, 2024, and update accordingly.

January 10, 2025
Page 2
            Please contact Patrick Fullem at 202-551-8337 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Amy Bowler

December 6, 2024
Brian Knaley
Chief Executive Officer
Nuburu, Inc.
7442 S. Tucson Way
Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39489
Dear Brian Knaley:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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  CORRESP

  December 5, 2024

  VIA EDGAR TRANSMISSION

  Mindy Hooker

  CC: Anne McConnell

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street, N.E.

  Washington, D.C. 20549-3561

  Re: Nuburu, Inc.

  Amendment No. 4 to Form 10-K for the Fiscal Year Ended December 31, 2023

  Filed November 8, 2024

  File No. 001-39489

  Dear Ms. Hooker:

  Set forth below are responses of Nuburu, Inc. (the “Company,” “we,” “us,” or “our”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its letter dated December 5, 2024 with respect to the filing referenced above. For your convenience, the text of the Staff’s comments is set forth in bold text followed by our responses.

  Amendment No. 4 to Form10-K for Fiscal Year Ended December 31, 2023

  Explanatory Note, page i

  1.We have read your response to prior comment 1. Please confirm that in future filings you will include a brief explanation of why application of your recovery policy resulted in no recovery pursuant to Item 402(w)(2) of Regulation S-K.

  Response: The Company respectfully acknowledges the Staff’s comment.

  We confirm that we will include in future filings a brief explanation of why the application of our recovery policy resulted in no recovery pursuant to Item 402(w)(2) of Regulation S-K.

  Sincerely,

  /s/ Brian Knaley

  Brian Knaley

  Chief Executive Officer

  CC: Kurt Simmons, WithumSmith+Brown, PC

  Amy Bowler, Holland & Hart LLP

December 5, 2024
Brian Knaley
Chief Executive Officer
Nuburu, Inc.
7442 S. Tucson Way
Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Amendment No. 4 to Form 10-K for the Fiscal Year Ended December 31, 2023
Response Dated November 25, 2024
File No. 001-39489
Dear Brian Knaley:
            We have reviewed your November 25, 2024 response to our comment letter and have
the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
November 20, 2024 letter.
Amendment No. 4 to Form 10-K for Fiscal Year Ended December 31, 2023
Explanatory Note, page i
1.We have read your response to prior comment 1.  Please confirm that in future filings
you will include a brief explanation of why application of your recovery policy
resulted in no recovery pursuant to Item 402(w)(2) of Regulation S-K.

December 5, 2024
Page 2
            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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  CORRESP

  November 25, 2024

  VIA EDGAR TRANSMISSION

  Mindy Hooker

  CC: Anne McConnell

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street, N.E.

  Washington, D.C. 20549-3561

  Re: Nuburu, Inc.

  Amendment No. 4 to Form 10-K for the Fiscal Year Ended December 31, 2023

  Filed November 8, 2024

  File No. 001-39489

  Dear Ms. Hooker:

  Set forth below are responses of Nuburu, Inc. (the “Company,” “we,” “us,” or “our”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its letter dated November 20, 2024 with respect to the filing referenced above. For your convenience, the text of the Staff’s comments is set forth in bold text followed by our responses.

  Amendment No. 4 to Form10-K for Fiscal Year Ended December 31, 2023

  Explanatory Note, page i

  1.We note your disclosure regarding your restatement of previously issued financial statements. Please tell us what consideration was given to providing the disclosures pursuant to Item 402(w) of Regulation S-K.

  Response: The Company respectfully acknowledges the Staff’s comment.

  We respectfully acknowledge the Staff’s comment and note that the Company’s Dodd-Frank Clawback Policy (the “Policy”), which is applicable to all executive officers of the Company, was approved by the Company’s Board of Directors and became effective on December 1, 2023. In addition to any share-based compensation grants granted to the Company’s executive officers, for which vesting is dependent only on an executive’s service to the Company and not based on any financial reporting measure, the incentive compensation paid by the Company to its executive officers with respect to the period covered by the restatement of the Company’s previously issued financials (i.e. during the year ended December 31, 2023) was (i) a one-time cash bonus to the Company’s Chief Executive Officer upon successful completion of the Company’s initial public offering in early 2023 and (ii) a one-time equity award of 500,000 non-qualified stock options upon his promotion to Chief Executive Officer on November 1, 2023. As such, any incentive compensation payable during any period described above was not granted, earned or vested based on financial reporting measures impacted by restatement. The foregoing is the basis upon which the Company determined that there were no payments required to be recouped under the Policy. The terms “incentive compensation payment,” “financial reporting measure,” “received,” and “executive officer” have the meaning assigned to them in 17 C.F.R. §240.10D-1(d).

  Please direct any questions that you have with respect to the foregoing or if any supplemental information is required by the Staff, please do not hesitate to contact me.

  Sincerely,

  /s/ Brian Knaley

  Brian Knaley

  Chief Executive Officer

  CC: Kurt Simmons, WithumSmith+Brown, PC

  Amy Bowler, Holland & Hart LLP

  2

November 20, 2024
Brian Knaley
Chief Executive Officer
Nuburu, Inc.
7442 S. Tucson Way
Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Amendment No. 4 to Form 10-K for the Fiscal Year Ended December 31, 2023
Filed November 8, 2024
File No. 001-39489
Dear Brian Knaley:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 4 to Form10-K for Fiscal Year Ended December 31, 2023
Explanatory Note, page i
1.We note your disclosure regarding your restatement of previously issued financial
statements. Please tell us what consideration was given to providing the disclosures
pursuant to Item 402(w) of Regulation S-K.
            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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  CORRESP

  October 21, 2024

  VIA EDGAR TRANSMISSION

  Mindy Hooker

  CC: Anne McConnell

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street, N.E.

  Washington, D.C. 20549-3561

  Re: Nuburu, Inc.

  Form 10-K for Fiscal Year Ended December 31, 2023

  File No. 001-39489

  Dear Ms. Hooker:

  Set forth below are responses of Nuburu, Inc. (the “Company,” “we,” “us,” or “our”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its letter dated September 16, 2024 with respect to the filing referenced above. For your convenience, the text of the Staff’s comments is set forth in bold text followed by our responses.

  Form 10-K for Fiscal Year Ended December 31, 2023

  Notes to Consolidated Financial Statements

  Note 9. Convertible Preferred Stock, page F-19

  1.Your response to prior comment 1 indicates that your Series A Preferred Stock should be classified as mezzanine equity in your consolidated balance sheets, but you believe the reclassification would have a negligible impact on stockholders' deficit and no impact on any other balance sheet captions. We note Section 9(a)(i) of the Certificate of Designations of the Series A Preferred Stock states if the Conversion Price of the Series A Preferred Stock exceeds the per share volume-weighted average price of your Common Stock on the Test Date, you are required to redeem all the shares of Series A Preferred Stock then outstanding, to the extent not prohibited by law, at the Original Issuance Price. We also note Section 3 defines the Original Issuance Price as $10.00 per share. Based on the above and on the requirements of ASC 480-10-S99, it is not clear how you determined the impact of the reclassification disclosed in your response or why you believe the Series A Preferred Stock should not be reclassified to mezzanine equity at its redemption value of $23,889,050. Please explain how you determined the amount to reclassify and how it complies with the requirements of ASC 480-10-S99.

  Response: The Company respectfully acknowledges the Staff’s comment.

  The Company will restate in the form of a “Super 10-K” (i) its Form 10-K as of and for the year ended December 31, 2023, including disclosure of the impact on the interim periods therein as of March 31, 2023, June 30, 2023 and September 30, 2023, (ii) its Form 10-Q as of and for the three months ended March 31,

  2024 and (iii) its Form 10-Q as of and for the three and six months ended June 30, 2024 (collectively, the “restated financial statements”). A summary of the impact of the restatement on the financial statements for each relevant period is included as Exhibit A below. The restatement had no impact on total net cash flows from operating, investing or financing activities.

  In its restated financial statements, the Company will include (i) disclosure that its previously issued financials have been restated, (ii) disclosure that its previously issued financial statements should no longer be relied upon and that investors should rely solely on the restated financial statements and other financial data for the relevant periods, (iii) a description of the nature of the restatement (included within Exhibit A below) and (iv) the effect of the restatement on each financial statement line item. The restatement will also be reflected in areas outside of the consolidated financial statements that are impacted by the restatement, such as Management’s Discussion and Analysis.

  Please direct any questions that you have with respect to the foregoing or if any supplemental information is required by the Staff, please do not hesitate to contact me.

  Sincerely,

  /s/ Brian Knaley

  Brian Knaley

  Chief Executive Officer

  CC: Kurt Simmons, WithumSmith+Brown, PC

  Amy Bowler, Holland & Hart LLP

  2

  Exhibit A

  RESTATEMENT OF FINANCIAL STATEMENTS

  The comparative period included in the Company’s financial statements as of and for the years ended December 31, 2023 and December 31, 2022 is being restated to (i) increase the loss related to the change in the fair value of the Legacy Nuburu convertible notes payable and corresponding liability for the current portion of convertible notes payable and (ii) (a) reclassify convertible preferred stock that is redeemable at a future point in time from permanent equity to mezzanine equity and (b) increase the value of such preferred stock to reflect the redemption value of the outstanding preferred stock.

  The Company’s financial statements (i) as of and for the year ended December 31, 2023 including the interim periods therein as of March 31, 2023, June 30, 2023 and September 30, 2023, (ii) as of and for the three months ended March 31, 2024 and (iii) as of and for the three and six months ended June 30, 2024, are being restated to (a) reclassify convertible preferred stock that is redeemable at a future point in time from permanent equity to mezzanine equity, and (b) increase the value of such preferred stock to reflect the redemption value of the outstanding preferred stock. Additionally, the impact of the increase in the loss related to the change in the fair value of the Legacy Nuburu convertible notes payable for the year ended December 31, 2022 described above will be reflected in a corresponding adjustment to accumulated deficit and additional paid-in capital for these periods.

  3

  As of and for the year ended December 31, 2022

   (Legacy Nuburu comparative period included in the 2023 Form 10-K)

    As of December 31, 2022

    Originally Reported

    Restatement Adjustment

    As
Adjusted

    LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

    Current portion of convertible notes payable

    $

    7,300,000

    $

    15,388,369

    $

    22,688,369

    Total current liabilities

    $

    14,590,504

    $

    15,388,369

    $

    29,978,873

    Total liabilities

    $

    14,964,411

    $

    15,388,369

    $

    30,352,780

    Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 2,388,905 and 23,237,703 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively

    $

    -

    $

    4,040

    $

    4,040

    Stockholders’ Deficit

    Accumulated deficit

    $

    (61,192,308

    )

    $

    (15,388,369

    )

    $

    (76,580,677

    )

    Total Stockholders’ Deficit

    $

    (1,842,239

    )

    $

    (15,392,409

    )

    $

    (17,234,648

    )

    Year Ended December 31, 2022

    Originally Reported

    Restatement Adjustment

    As
Adjusted

    Change in fair value of convertible notes payable

    $

    -

    $

    (15,388,369

    )

    $

    (15,388,369

    )

    Loss before provision for income taxes

    $

    (14,129,101

    )

    $

    (15,388,369

    )

    $

    (29,517,470

    )

    Net loss and comprehensive loss

    $

    (14,129,101

    )

    $

    (15,388,369

    )

    $

    (29,517,470

    )

    Net loss per common share, basic and diluted

    $

    (2.59

    )

    $

    (2.82

    )

    $

    (5.41

    )

  4

  As of March 31, 2023, June 30, 2023, September 30, 2023 and December 30, 2023

    As of March 31, 2023

    As of June 30, 2023

    As of September 30, 2023

    As of December 31, 2023

    Originally Reported

    Restatement Adjustment

    As
Adjusted

    Originally Reported

    Restatement Adjustment

    As
Adjusted

    Originally Reported

    Restatement Adjustment

    As
Adjusted

    Originally Reported

    Restatement Adjustment

    As
Adjusted

    LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

    Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,038,905 shares issued and outstanding at each of March 31, 2023, June 30, 2023, September 30, 2023 and  2,388,905 issued and outstanding at December 31, 2023

    $

    304

    $

    30,388,746

    $

    30,389,050

    $

    304

    $

    30,388,746

    $

    30,389,050

    $

    304

    $

    30,388,746

    $

    30,389,050

    $

    239

    $

    23,888,947

    $

    23,889,186

    Stockholders’ Deficit

    Additional paid-in capital

    $

    66,791,282

    $

    (15,000,513

    )

    $

    51,790,769

    $

    72,046,305

    $

    (15,000,513

    )

    $

    57,045,792

    $

    72,649,712

    $

    (15,000,513

    )

    $

    57,649,199

    $

    73,241,955

    $

    (8,500,578

    )

    $

    64,741,377

    Accumulated deficit

    $

    (65,959,825

    )

    $

    (15,388,369

    )

    $

    (81,348,194

    )

    $

    (72,066,537

    )

    $

    (15,388,369

    )

    $

    (87,454,906

    )

    $

    (77,151,838

    )

    $

    (15,388,369

    )

    $

    (92,540,207

    )

    $

    (81,898,692

    )

    $

    (15,388,369

    )

    $

    (97,287,061

    )

    Total Stockholders’ Deficit

    $

    835,120

    $

    (30,392,545

    )

    $

    (29,557,425

    )

    $

    (16,399

    )

    $

    (30,392,715

    )

    $

    (30,409,114

    )

    $

    (4,498,267

    )

    $

    (30,392,741

    )

    $

    (34,891,008

    )

    $

    (8,652,809

    )

    $

    (23,889,186

    )

    $

    (32,541,995

    )

  5

  As of March 31, 2024 and June 30, 2024

    As of March 31, 2024

    As of June 30, 2024

    Originally Reported

    Restatement Adjustment

    As
Adjusted

    Originally Reported

    Restatement Adjustment

    As
Adjusted

    LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

    Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 2,388,905 shares issued and outstanding at March 31, 2024 and June 30, 2024

    $

    239

    $

    23,888,947

    $

    23,889,186

    $

    239

    $

    23,888,947

    $

    23,889,186

    Stockholders’ Deficit

    Additional paid-in capital

    $

    74,054,033

    $

    (8,500,578

    )

    $

    65,553,455

    $

    89,333,698

    $

    (8,500,578

    )

    $

    80,833,120

    Accumulated deficit

    $

    (87,599,345

    )

    $

    (15,388,369

    )

    $

    (102,987,714

    )

    $

    (100,286,733

    )

    $

    (15,388,369

    )

    $

    (115,675,102

    )

    Total Stockholders’ Deficit

    $

    (13,541,220

    )

    $

    (23,893,039

    )

    $

    (37,434,259

    )

    $

    (10,952,471

    )

    $

    (23,893,039

    )

    $

    (34,841,982

    )

  6

CORRESP
1
filename1.htm

  CORRESP

  September 27, 2024

  VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

Washington, DC 20549

Attn: Mindy Hooker

         Anne McConnell

         Anne Parker

  Re: Nuburu, Inc.

         Form 10-K for the Fiscal Year Ended December 31, 2023

         Response filed September 5, 2024

         File No. 001-39489

  Ms. Hooker:

  On behalf of Nuburu, Inc. (the “Company”), we acknowledge receipt of the correspondence dated September 16, 2024, from Securities Exchange Commission Division of Corporate Finance Office of Manufacturing (the “Commission”) that requested a response from the Company by September 30, 2024 (the “Letter”). We respectfully request the Commission grant the Company an extension to file the Company’s response to the Letter by October 14, 2024.

  Sincerely,

  Nuburu, Inc.

  By:

  /s/ Brian Knaley_________________

  Brian Knaley, Chief Executive Officer

  cc:	Amy Bowler, Esq. (Holland & Hart LLP)

  	Anne McConnel (SEC Office of Manufacturing)

  	Anne Parker (SEC Office of Manufacturing)

September 16, 2024
Brian Knaley
Chief Executive Officer
Nuburu, Inc.
7442 S. Tucson Way
Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Response filed September 5, 2024
File No. 001-39489
Dear Brian Knaley:
            We have reviewed your September 5, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our August 22, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Financial Statements
Note 9. Convertible Preferred Stock, page F-19
Your response to prior comment 1 indicates that your Series A Preferred Stock should be
classified as mezzanine equity in your consolidated balance sheets, but you believe the
reclassification would have a negligible impact on stockholders' deficit and no impact on
any other balance sheet captions. We note Section 9(a)(i) of the Certificate of
Designations of the Series A Preferred Stock states if the Conversion Price of the Series A
Preferred Stock exceeds the per share volume-weighted average price of your Common
Stock on the Test Date, you are required to redeem all the shares of Series A Preferred
Stock then outstanding, to the extent not prohibited by law, at the Original Issuance Price.
We also note Section 3 defines the Original Issuance Price as $10.00 per share. Based on
the above and on the requirements of ASC 480-10-S99, it is not clear how you determined 1.

September 16, 2024
Page 2
the impact of the reclassification disclosed in your response or why you believe the Series
A Preferred Stock should not be reclassified to mezzanine equity at its redemption value
of $23,889,050. Please explain how you determined the amount to reclassify and how it
complies with the requirements of ASC 480-10-S99.

            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

  CORRESP

  September 5, 2024

  VIA EDGAR TRANSMISSION

  Mindy Hooker

  CC: Anne McConnell

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street, N.E.

  Washington, D.C. 20549-3561

  Re: Nuburu, Inc.

  Form 10-K for Fiscal Year Ended December 31, 2023

  File No. 001-39489

  Dear Ms. Hooker:

  Set forth below are responses of Nuburu, Inc. (the “Company,” “we,” “us,” or “our”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its letter dated August 22, 2024 with respect to the filing referenced above. For your convenience, the text of the Staff’s comments is set forth in bold text followed by our responses.

  Form 10-K for Fiscal Year Ended December 31, 2023

  Notes to Consolidated Financial Statements

  Note 9. Convertible Preferred Stock, page F-19

  1.We note your response to prior comment 3; however, it does not appear to us that the facts and circumstances related to the redemption features of your preferred stock are comparable to a change in control of provision that would require an affirmative vote by a company’s Board of Directors. In this regard, we note that on January 31, 2025 (the Test Date), you may be obligated to redeem your preferred stock for cash at the Original Issuance Price if the Conversion Price exceeds the lowest volume-weighted average price per share of your common stock and you may also be required to redeem excess preferred stock for cash if conversions of preferred stock to common stock result in a shareholder owning in excess of 9.99% of your shares. You indicate you believe you control the required redemptions under both the Test Date trigger and the Share Cap trigger because the preferred share agreement provides you "leeway" to determine if you have sufficient funds legally available under applicable law to redeem all the then outstanding shares. Your response appears to imply, regardless of the actual facts and circumstances that exist on the Test Date, you may merely conclude you do not have sufficient funds legally available under applicable law to redeem all the then outstanding shares. Please more fully address the following:

  •Explain how you determined the company "solely controls" any of the provisions that could result in your preferred stock becoming redeemable on the Test Date pursuant to ASC 480-10-S99, including whether the Conversion Price exceeds the lowest volume-weighted average price per share of the company's common stock, whether conversions

  Securities and Exchange Commission

September 6, 2024

Page 2

  of preferred stock to common stock result in a shareholder owning in excess of 9.99% of your shares, or whether you have sufficient funds legally available;

  •Explain what recourse is available to the preferred shareholders if you determine the company does not have sufficient funds legally available; and

  •Although you have filed several exhibits related to your preferred stock, it does not appear these exhibits include or describe the Test Date trigger, the Share Cap trigger, or any potential redemption features related to your preferred stock. Provide us the relevant descriptions of these terms and provisions in the underlying legal agreements.

  Response: The Company respectfully acknowledges the Staff’s comment.

  The Test Date trigger, the Share Cap trigger and any potential redemption features are included in the Certificate of Designations of the Company, filed originally as Exhibit 3.3 to the Current Report on Form 8-K filed with the SEC on February 6, 2023. Section 9 of such Certificate of Designations describes the potential redemption that will occur on the Test Date. Additionally, the Share Cap is discussed in Section 6 of such Certificate of Designations.

  Per Section 9(b) of the Certificate of Designations, "if the Company shall not have sufficient funds legally available under applicable law to redeem all then outstanding shares of Series A Preferred Stock, the Company shall ratably redeem the maximum number of shares that it may redeem consistent with such law, and shall redeem the remaining shares as soon as it may lawfully do so under such law." The Company has interpreted this to mean that its board of directors can determine what funds are legally available and can choose to not redeem some or all of the Preferred Stock on the Test Date if it is determined that funds are not legally available.

  The recourse available to the preferred shareholders if there are not sufficient legally available funds is to first convert their preferred stock to common stock per Sections 6 and 8 of the Certificate of Designations.

  The guidance in ASR 268 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer. After further analysis, while in practice the Company will likely control the redemption of the preferred stock by its board of directors determining it does not have sufficient funds legally available, the Certificate of Designations does not clearly state this. Thus, when reading the Certificate of Designations and applying the guidance prescribed in ASC 480-10-S99 the conclusion can be reached that the preferred stock is redeemable when there are legally available funds, which is not in the control of the issuer. Thus, the Company has determined that based on the provisions written within the Certificate of Designations, the Company's Series A Preferred Stock should be classified as mezzanine equity in its consolidated balance sheets.

  The Company then assessed whether this error is material to its previously issued financial statements pursuant to guidance in Staff Accounting Bulletin Topic 1.M. Accounting Standards Codification 250-10-S99-1 (“SAB 99”), which states that a matter is considered “material” if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item. This guidance is relevant to the judgment of the Company's management about whether the misstatements contained in the previously issued 2023 consolidated financial

  Securities and Exchange Commission

September 6, 2024

Page 3

  statements of the Company are material. An assessment of materiality requires that management view the facts in the context of the surrounding circumstances or the total mix of information. In the context of a misstatement of a financial statement item, the total mix includes both quantitative and qualitative factors in assessing an item’s materiality.

  Quantitative Analysis

  The following table reflects the correction of the misstatement related to the consolidated balance sheets as of December 31, 2023.

    As of December 31, 2023

    As Reported

    Adjustment

    As Adjusted

    % Change

    Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 2,388,905 shares issued and outstanding at June 30, 2024 and December 31, 2023

    —

    239

    239

    100

    %

    Stockholders’ Deficit

    Convertible preferred stock, $0.0001 par value; 50,000,000 shares authorized; 2,388,905 shares issued and outstanding at June 30, 2024 and December 31, 2023

    239

    (239

    )

    0

    -100

    %

    Common stock, $0.0001 par value; 250,000,000 shares authorized; 3,247,323 and 922,362 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (1)

    92

    —

    92

    0

    %

    Additional paid-in capital (1)

    73,245,552

    —

    73,245,552

    0

    %

    Accumulated deficit

    (81,898,692

    )

    —

    (81,898,692

    )

    0

    %

    Total Stockholders’ Deficit

    (8,652,809

    )

    (239

    )

    (8,653,048

    )

    0

    %

    TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

    $

    10,565,008

    $

    —

    $

    10,565,008

    0

    %

  The table above indicates that the reclassification of the Company's preferred equity has a negligible impact on the Company's stockholders' deficit and no impact on any other balance sheet caption.

  Qualitative Analysis

  The Company’s management also analyzed the impact of this misstatement from a qualitative perspective. In doing so, management considered both the overall qualitative criteria listed in SAB 99 and additional specific qualitative factors directly applicable to the impact of this misstatement and adjustment for users of its financial statements. With respect to the overall qualitative criteria listed in SAB 99, management concluded the following:

  •the misstatement did not have any impact on, nor mask a change in, the Company's earnings trends in any historical period impacted;

  •the misstatement did not hide a failure to meet analysts' consensus expectations for the Company;

  •the misstatement did not change a loss into income or vice versa;

  •the misstatement did not have any impact on compliance with any regulatory requirements;

  •the misstatement did not affect compliance with debt covenants or any other contractual requirements;

  Securities and Exchange Commission

September 6, 2024

Page 4

  •the misstatement did not have the effect of increasing management’s compensation by satisfying any requirements for the award of any form of base or incentive compensation; and

  •the misstatement did not involve the concealment of an unlawful transaction.

  Conclusion

  Based on the assessment above, the reclassification of the preferred equity to mezzanine equity is not quantitatively or qualitatively material. Thus, the Company proposes that it will present the preferred equity as mezzanine equity on a prospective basis, i.e. in future financial statements filed with the SEC, but does not find it necessary to restate past financials.

  Form 10-K/A Filed August 12, 2024

  Exhibits

  2.We note you filed updated Section 906 certifications in your Form 10-K/A, which were required since your amended periodic report contains financial statements; however, we also note you did not file updated Section 302 certifications, which are required in all amended periodic reports and, based on the format and information in your Form 10-K/A, would not be permitted to be modified. In addition, we note you misidentified and included the certifications you filed under the wrong exhibit number. Please correctly file and identify all required certifications in your amended periodic filing. Refer to Items 601(b)(31) and (32) of Regulation S-K.

  Response: The Company respectfully acknowledges the Staff’s comment. It will file an amended 10-K filing the correct certifications no later than September 6, 2024.

  Please direct any questions that you have with respect to the foregoing or if any supplemental information is required by the Staff, please do not hesitate to contact me.

  Sincerely,

  /s/ Brian Knaley

  Brian Knaley

  Chief Executive Officer

  CC: Kurt Simmons, WithumSmith+Brown, PC

  Amy Bowler, Holland & Hart LLP

August 22, 2024
Brian Knaley
Chief Executive Officer
Nuburu, Inc.
7442 S. Tucson Way
Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-39489
Dear Brian Knaley:
            We have reviewed your August 8, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 25, 2024 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Consolidated Financial Statements
Note 9. Convertible Preferred Stock, page F-19
We note your response to prior comment 3; however, it does not appear to us that the facts
and circumstances related to the redemption features of your preferred stock are
comparable to a change in control of provision that would require an affirmative vote by a
company’s Board of Directors. In this regard, we note that on January 31, 2025 (the Test
Date), you may be obligated to redeem your preferred stock for cash at the Original
Issuance Price if the Conversion Price exceeds the lowest volume-weighted average price
per share of your common stock and you may also be required to redeem excess preferred
stock for cash if conversions of preferred stock to common stock result in a shareholder
owning in excess of 9.99% of your shares. You indicate you believe you control the
required redemptions under both the Test Date trigger and the Share Cap trigger because
the preferred share agreement provides you "leeway" to determine if you have sufficient 1.

August 22, 2024
Page 2
funds legally available under applicable law to redeem all the then outstanding shares.
Your response appears to imply, regardless of the actual facts and circumstances that exist
on the Test Date, you may merely conclude you do not have sufficient funds legally
available under applicable law to redeem all the then outstanding shares. Please more
fully address the following:
•Explain how you determined the company "solely controls" any of the provisions that
could result in your preferred stock becoming redeemable on the Test Date pursuant
to ASC 480-10-S99, including whether the Conversion Price exceeds the lowest
volume-weighted average price per share of the company's common stock, whether
conversions of preferred stock to common stock result in a shareholder owning in
excess of 9.99% of your shares, or whether you have sufficient funds legally
available;
•Explain what recourse is available to the preferred shareholders if you determine the
company does not have sufficient funds legally available; and
•Although you have filed several exhibits related to your preferred stock, it does not
appear these exhibits include or describe the Test Date trigger, the Share Cap
trigger, or any potential redemption features related to your preferred stock. Provide
us the relevant descriptions of these terms and provisions in the underlying legal
agreements.
Form 10-K/A filed August 12, 2024
Exhibits
2.We note you filed updated Section 906 certifications in your Form 10-K/A, which were
required since your amended periodic report contains financial statements; however, we
also note you did not file updated Section 302 certifications, which are required in all
amended periodic reports and, based on the format and information in your Form 10-K/A,
would not be permitted to be modified. In addition, we note you misidentified and
included the certifications you filed under the wrong exhibit number. Please correctly file
and identify all required certifications in your amended periodic filing. Refer to Items
601(b)(31) and (32) of Regulation S-K.
            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

  CORRESP

  August 8, 2024

  VIA EDGAR TRANSMISSION

  Mindy Hooker

  CC: Anne McConnell

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street, N.E.

  Washington, D.C. 20549-3561

  Re: Nuburu, Inc.

  Form 10-K for Fiscal Year Ended December 31, 2023

  File No. 001-39489

  Dear Ms. Hooker:

  Set forth below are responses of Nuburu, Inc. (the “Company,” “we,” “us,” or “our”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its letter dated July 25, 2024 with respect to the filing referenced above. For your convenience, the text of the Staff’s comments is set forth in bold text followed by our responses.

  Form 10-K for Fiscal Year Ended December 31, 2023

  Report of Independent Registered Public Accounting Firm, page F-2

  1.We note the following in the Going Concern paragraph of the auditors’ report:

  •The reference to substantial doubt appears to imply only “the Company has stated” and determined substantial doubt exists; and

  •The last sentence does not appear to comply with PCAOB Auditing Standard 2415.

  Based on the auditors' report, it is not clear that the auditor concluded substantial doubt exists about the Company's ability to continue as a going concern and it is not clear why the last sentence was included or what it is meant to convey. Refer to PCAOB Auditing Standard 2415 and have your auditor advise or revise their report, as necessary.

  Response: The auditor’s report has been amended to correct typographical errors related to the Company’s ability to continue as a going concern. The Company will file a Form 10-K/A with the amended auditor’s report no later than August 12, 2024.

  2.We note in the fourth paragraph of the auditors' report your auditor states they conducted their audits “in accordance with standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America”. Since your auditor is required to conduct their audits of your financial statements in accordance with standards of the PCAOB, it is not clear why they also refer to generally accepted auditing standards. Refer to PCAOB Auditing Standard 3101 and have your auditor advise or revise their report, as necessary.

  Securities and Exchange Commission

August 8, 2024

Page 2

  Response: The auditor’s report has been amended to correct typographical errors related to conducting their audits of our financial statements in accordance with standards of the PCAOB. The Company will file a Form 10-K/A with the amended auditor’s report no later than August 12, 2024.

  Form 10-K for Fiscal Year Ended December 31, 2023

  Notes to Consolidated Financial Statements

  Note 9. Convertible Preferred Stock, page F-19

  3.We note you have ~2.4 million shares of preferred stock issued and outstanding as of December 31, 2023. We also note disclosures, in two risk factors on page 39 and under Redemption and Conversion Rights in this note, that indicate on January 31, 2025 you will be obligated to redeem the preferred stock for cash at the Original Issuance Price (which appears to be $10/share) if the Conversion Price exceeds the lowest volume-weighted average price per share of the Company’s common stock and you may also be required to redeem the preferred stock for cash if conversions of preferred stock to common stock result in a shareholder owning more than 9.99% of the total shares outstanding. Based on the terms of your preferred stock, that indicate it is redeemable for cash upon the occurrence of an event that is not solely within your control, it is not clear how you determined it is appropriate to classify the preferred stock in permanent equity rather than as mezzanine equity in accordance with ASC 480-10-S99. Please advise or revise, as necessary.

  Response: The Company respectfully acknowledges the Staff’s comment.

  The guidance in ASR 268 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer.

  The preferred share agreement does not provide a fixed or determinable redemption date or price and neither does it provide a redemption option to the holder. The Company evaluated whether the preferred shares are redeemable upon the occurrence of an event that is not solely within its control. The Test Date indicates that on January 31, 2025 the Company may be obligated to redeem the preferred stock for cash at the Original Issuance Price if the Conversion Price exceeds the lowest volume-weighted average price per share of the Company's common stock and the Share Cap clause states that the Company may be required to redeem the excess preferred stock for cash if conversions of preferred stock to common stock result in a shareholder owning in excess of their individual shareholder cap.

  The Company believes it has control over the required redemptions on both the Test Date trigger and the Share Cap trigger because the preferred share agreement provides Company with leeway to determine if it has sufficient funds legally available under applicable law to redeem all then outstanding shares. Actions that management of the issuer and its board of directors could take to avoid net cash settlement are generally considered in the control of the issuer, but actions requiring shareholder approval are considered to be beyond the issuer’s control. The provision that legally available funds are required to redeem the shares was determined to be under the company’s control as the Board has authority over the definition of legally available funds at any given time.

  The Company’s control of the redemption trigger events is analogous to the ASC 480-10-S99-3A Classification Example 6 whereby a preferred security provides for redemption in cash or other

  Securities and Exchange Commission

August 8, 2024

Page 3

  assets if the issuer merges with another company and pursuant to state law, approval of the board of directors is required before any merger or consolidation can occur. In that case, assuming the preferred stockholders cannot control the vote of the board of directors through direct representation or through other rights, the security would be appropriately classified in permanent equity because the decision to merge with or consolidate into another company is within the control of the issuer.

  Because the Company’s board of directors has to approve the determination of whether there are sufficient legally available funds to fund the redemption and the preferred shareholders do not control the board of directors, the Company has the right to conclude there are no sufficient legally available funds resulting in preferred shareholders not being able to redeem.

  In the absence of a redemption, a holder of the preferred stock can convert its shares as stated in the Certificate of Designations. As disclosed in the Form 10-K for fiscal year ended December 31, 2023, one such holder has elected to convert its preferred shares to common shares. As conversion to equity is the only likely path to be taken on the Test Date, the Company has determined that permanent equity classification is appropriate.

  Please direct any questions that you have with respect to the foregoing or if any supplemental information is required by the Staff, please do not hesitate to contact me.

  Sincerely,

  /s/ Brian Knaley

  Brian Knaley

  Chief Executive Officer

  CC: Kurt Simmons, WithumSmith+Brown, PC

  Amy Bowler, Holland & Hart LLP

July 25, 2024
Brian Knaley
Chief Executive Officer
Nuburu, Inc.
7442 S. Tucson Way
Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39489
Dear Brian Knaley:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Report of Independent Registered Public Accounting Firm, page F-2
1.We note the following in the Going Concern paragraph of the auditors’ report:
•The reference to substantial doubt appears to imply only “the Company has stated”
and determined substantial doubt exists; and
•The last sentence does not appear to comply with PCAOB Auditing Standard 2415.
Based on the auditors' report, it is not clear that the auditor concluded substantial doubt
exists about the Company's ability to continue as a going concern and it is not clear why
the last sentence was included or what it is meant to convey. Refer to PCAOB Auditing
Standard 2415 and have your auditor advise or revise their report, as necessary.

July 25, 2024
Page 2
2.We note in the fourth paragraph of the auditors' report your auditor states they conducted
their audits “in accordance with standards of the PCAOB and in accordance with auditing
standards generally accepted in the United States of America”. Since your auditor is
required to conduct their audits of your financial statements in accordance with standards
of the PCAOB, it is not clear why they also refer to generally accepted auditing standards.
Refer to PCAOB Auditing Standard 3101 and have your auditor advise or revise their
report, as necessary.

Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 9. Convertible Preferred Stock, page F-19
3.We note you have ~2.4 million shares of preferred stock issued and outstanding as of
December 31, 2023. We also note disclosures, in two risk factors on page 39 and under
Redemption and Conversion Rights in this note, that indicate on January 31, 2025 you
will be obligated to redeem the preferred stock for cash at the Original Issuance Price
(which appears to be $10/share) if the Conversion Price exceeds the lowest volume-
weighted average price per share of the Company’s common stock and you may also be
required to redeem the preferred stock for cash if conversions of preferred stock to
common stock result in a shareholder owning more than 9.99% of the total shares
outstanding. Based on the terms of your preferred stock, that indicate it is redeemable for
cash upon the occurrence of an event that is not solely within your control, it is not clear
how you determined it is appropriate to classify the preferred stock in permanent equity
rather than as mezzanine equity in accordance with ASC 480-10-S99. Please advise or
revise, as necessary.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Mindy Hooker at 202-551-3732 or Anne McConnell at 202-551-3709 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 April 5, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:     Sarah Sidwell

Re:
 Nuburu, Inc.

Registration Statement on Form S-1

(File No. 333-271046)

Acceleration Request

            Requested
Date:                April 7, 2023

            Requested
Time:                4:00 P.M. Eastern Daylight Time

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Nuburu, Inc. (the “Company”) hereby requests that the
above-referenced Registration Statement on Form S-1 (File No. 333-271046) (the “Registration Statement”) be declared effective at the
“Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Brian Dillavou at (512)
338-5409.

NUBURU, INC.

/s/ Brian Knaley

Brian Knaley

Chief Financial Officer

cc:
 Michael Danaher, Wilson Sonsini Goodrich & Rosati P.C.

Mark Baudler, Wilson Sonsini Goodrich & Rosati P.C.

Brian Dillavou, Wilson Sonsini Goodrich & Rosati P.C.

United States securities and exchange commission logo
April 4, 2023
Brian Knaley
Chief Financial Officer
Nuburu, Inc.
7442 S Tucson Way, Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Registration Statement on Form S-1
Filed March 31, 2023
File No. 333-271046
Dear Brian Knaley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brian Dillavou

CORRESP
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Acceleration Request

 March 27, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:

 Sarah Sidwell

 Jay Ingram

Re:

 Nuburu, Inc.
Registration Statement on Form S-1

(File No. 333-269610)

Acceleration Request

Requested Date:         March 29, 2023

Requested Time:         4:30 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Nuburu, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-269610) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Brian Dillavou at (512) 338-5400.

[Signature page follows]

 Securities and Exchange Commission

March 27, 2023

 Page 2

 Sincerely,

NUBURU, INC.

 /s/ Brian Knaley

Brian Knaley

Chief Financial Officer

cc:

 Michael Danaher, Wilson Sonsini Goodrich & Rosati, P.C.

Mark Baudler, Wilson Sonsini Goodrich & Rosati, P.C.

Brian Dillavou, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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Response Letter

 Wilson Sonsini Goodrich & Rosati
Professional Corporation

 900 South Capital of Texas Highway
Las Cimas IV, Fifth Floor
Austin, Texas
78746-5546

 o: 512.338.5400
F: 866.974.7329

 March 13,
2023

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:                  Sarah Sidwell

            Jay Ingram

Re:
 Nuburu, Inc.

 Registration Statement on Form S-1

 Filed February 7, 2023

 File No. 333-269610

Ladies and Gentlemen:

 On behalf of our client,
Nuburu, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated
March 6, 2023, relating to the Company’s Registration Statement on Form S-1 filed with the Commission on February 7, 2023 (the “Registration Statement”).

The Company has filed today Amendment No. 1 to the Registration Statement (“Amendment No. 1”)
together with this letter via EDGAR correspondence.

 In this letter, we have recited the comment from the Staff in italicized, bold type
and have followed the comment with the Company’s response. Unless otherwise indicated, all page references in the response set forth below are to the pages of Amendment No. 1 as filed on EDGAR. Terms not otherwise defined in this letter
have the meanings set forth in Amendment No. 1.

 Registration Statement on Form S-1 filed
February 7, 2023

 General

1.
 Revise your prospectus to disclose the price that each selling securityholder paid for the securities
and/or shares being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, and other selling securityholders acquired their shares and warrants, and the price that the
public securityholders acquired their shares and warrants. Disclose that while the Sponsor, private placement investors, and other selling securityholders may experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor disclosure.

AUSTIN        BEIJING        BOSTON
   BOULDER        BRUSSELS        HONG KONG        LONDON        LOS
ANGELES        NEW YORK        PALO ALTO

 SALT LAKE
CITY        SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

 Securities and Exchange Commission

March 13, 2023

  Page
 2

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
Company has revised the disclosure on the cover page and on page 49 of Amendment No. 1.

 Cover Page

2.
 For each of the securities and shares being registered for resale, disclose the price that the selling
securityholders paid for such securities and shares.

 The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company has revised the disclosure on the cover page accordingly.

3.
 We note the significant number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that all or most of the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the common stock.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the
disclosure on the cover page accordingly.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 81

4.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the
disclosure on pages 54 and 78-80 of Amendment No. 1.

 We also direct the Staff to the discussion in the Risk Factors titled
“We received fewer proceeds from the Business Combination than we initially anticipated. We will require additional capital to finance our operations and implement our business plan and strategy and if we are unable to raise such capital
when needed, or on acceptable terms, that could have a material adverse effect on our ability to meet our financial obligations and support continued growth and development” beginning on page 10 of Amendment No. 1.

5.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of
a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that holders of a significant percentage of your outstanding shares
will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the disclosure on the cover
page and on page 79 of Amendment No. 1.

 Securities and Exchange Commission

March 13, 2023

  Page
 3

 We also direct the Staff to the discussion in the Risk Factor titled “The sale of the
Securities registered for resale in this prospectus and future sales of substantial amounts of our Common Stock or Public Warrants in the public markets, or the perception that such sales could occur, could cause the market price of our Common Stock
and Public Warrants to drop significantly, even if our business is doing well, and certain Selling Securityholders still may receive significant proceeds” beginning on page 48 of Amendment No. 1.

6.
 We note that holders of Preferred Stock have the right to redeem their shares with the company or convert
to common stock 2 years after the closing date of the business combination. Please revise to discuss the risks that these agreements may pose to other holders if you are required to buy back the shares of your Preferred Stock as described
therein. For example, discuss how such forced purchases would impact the cash you have available for other purposes and to execute your business strategy.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the disclosure on
pages 79 and 80 of Amendment No. 1.

 We also direct the Staff to the discussion contained in the Risk Factor titled “The
redemption of our Preferred Stock may require a significant amount of cash and may result in adverse tax consequences” beginning on page 44 of Amendment No. 1.

*        *         *

Please direct any questions regarding the Company’s responses to me at (512) 338-5400 or
bdillavou@wsgr.com.

Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 /s/ Brian Dillavou

Brian Dillavou

cc:
 Mark Zediker, Nuburu, Inc.

  Brian Knaley, Nuburu, Inc.

United States securities and exchange commission logo
March 6, 2023
Mark Zediker
Chief Executive Officer
Nuburu, Inc.
7442 S Tuscon Way, Suite 130
Centennial, CO 80112
Re:Nuburu, Inc.
Registration Statement on Form S-1
Filed February 7, 2023
File No. 333-2269610
Dear Mark Zediker:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 7, 2023
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities and/or shares being registered for resale. Highlight any differences in the current
trading price, the prices that the Sponsor, private placement investors, and  other selling
securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the
Sponsor, private placement investors, and  other selling securityholders may experience a
positive rate of return based on the current trading price, the public securityholders may
not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price. Please also disclose the potential
profit the selling securityholders will earn based on the current trading price. Lastly,

 FirstName LastNameMark Zediker
 Comapany NameNuburu, Inc.
 March 6, 2023 Page 2
 FirstName LastNameMark Zediker
Nuburu, Inc.
March 6, 2023
Page 2
please include appropriate risk factor disclosure.
Cover Page
2.For each of the securities and shares being registered for resale, disclose the price that the
selling securityholders paid for such securities and shares.
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float.  We also note that all or most of the shares
being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the common stock. Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the common stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 81
4.In light of  the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that holders of a significant percentage of your outstanding shares will
be able to sell all of their shares for so long as the registration statement of which this
prospectus forms a part is available for use.
6.We note that holders of Preferred Stock have the right to redeem their shares with the
company or convert to common stock 2 years after the closing date of the business
combination. Please revise to discuss the risks that these agreements may pose to other
holders if you are required to buy back the shares of your Preferred Stock as described
therein. For example, discuss how such forced purchases would impact the cash you have
available for other purposes and to execute your business strategy.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameMark Zediker
 Comapany NameNuburu, Inc.
 March 6, 2023 Page 3
 FirstName LastName
Mark Zediker
Nuburu, Inc.
March 6, 2023
Page 3
statement.
            Please contact Sarah Sidwell at 202-551-4733 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Tailwind Acquisition
Corp.

1545 Courtney Avenue

Los Angeles, CA 90046

December 8, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kevin Stertzel and Kevin Woody

    Re:
    Tailwind Acquisition Corp.

    Registration Statement on Form S-4 (the “Registration Statement”)

    File No. 333-267403

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Tailwind Acquisition Corp. (the “Company”) hereby requests acceleration
of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on December 12, 2022, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Willkie, Farr & Gallagher LLP, request by telephone that
such Registration Statement be declared effective.

Please contact Danielle
Scalzo, of Willkie, Farr & Gallagher LLP, counsel to the Company, at (212) 728-8620, as soon as the registration statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Chris Hollod

    Chris Hollod

    Chief Executive Officer

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November 29, 2022

VIA EDGAR

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn: Kevin Stertzel and Kevin Woody

Re: Tailwind Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4, filed September 13, 2022 (File No. 333-267403).

Dear Messrs. Stertzel
and Woody,

On behalf of Tailwind Acquisition
Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated November 18,
2022 (the “Comments”), with respect to Amendment No. 2 to the Registration Statement on Form S-4 as filed
by the Company on November 7, 2022 (“Amendment No. 2”). The Company is concurrently submitting via EDGAR
this letter and Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”).

The Staff’s comments
are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 3.

Amendment No. 2 to Registration Statement
on Form S-4 filed November 7, 2022

Material U.S.
Federal Income Tax Consequences, page 256

1. Comment: We note your response to comment 7 and that you intend that the Merger qualifies as
a tax-deferred reorganization pursuant to Section 368(a) of the Code. Please file a tax opinion that supports this conclusion.
To the extent you intend to file a short form tax opinion as Exhibit 8.1, please also revise your disclosure on page 256 to
reflect that the discussion reflects the opinion of counsel and is not solely a "summary." Refer to Items 3(k) and 4(a)(6) of
Form S-4, Item 601(b)(8) of Regulation S-K, and Section III.A of Staff Legal Bulletin No. 19.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 243 of Amendment No. 3, and has also filed a tax opinion as Exhibit 8.1
to Amendment No. 3.

Exhibits

2. Comment: We note your response to comment 6. Section 9.3 of Exhibit 4.4 does not state
that the exclusive forum provision does not apply to actions arising under the Securities Act. Please revise or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the Securities Act.

Response: The Company
acknowledges the Staff's comment and will include appropriate risk factor disclosure in future filings to inform investors that the
provision does not apply to any actions arising under the Securities Act.

* * * * * * * * * *

Please do not hesitate to contact me at (212)
728-8620 if you have comments or if you require additional information regarding Amendment No. 3.

    Respectfully submitted,

    /s/ Danielle Scalzo

    Danielle Scalzo

cc: Philip Krim,
Chairman, Tailwind Acquisition Corp.

Chris Hollod, Chief Executive Officer, Tailwind
Acquisition Corp.

Michael J. Danaher, Wilson Sonsini Goodrich &
Rosati, PC

Brian Dillavou, Wilson Sonsini Goodrich &
Rosati, PC

Brendan Ripley Mahan, Wilson Sonsini Goodrich &Rosati,
PC

      - 2 -

United States securities and exchange commission logo
November 18, 2022
Chris Hollod
Chief Executive Officer
Tailwind Acquisition Corp.
1545 Courtney Avenue
Los Angeles, CA 90046
Re:Tailwind Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed November 7, 2022
File No. 333-267403
Dear Chris Hollod:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 3, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed November 7, 2022
Material U.S. Federal Income Tax Consequences, page 256
1.We note your response to comment 7 and that you intend that the Merger qualifies as a
tax-deferred reorganization pursuant to Section 368(a) of the Code.  Please file a tax
opinion that supports this conclusion.  To the extent you intend to file a short form tax
opinion as Exhibit 8.1, please also revise your disclosure on page 256 to reflect that the
discussion reflects the opinion of counsel and is not solely a "summary."  Refer to Items
3(k) and 4(a)(6) of Form S-4, Item 601(b)(8) of Regulation S-K, and Section III.A of Staff
Legal Bulletin No. 19.

 FirstName LastNameChris Hollod
 Comapany NameTailwind Acquisition Corp.
 November 18, 2022 Page 2
 FirstName LastName
Chris Hollod
Tailwind Acquisition Corp.
November 18, 2022
Page 2
Exhibits
2.We note your response to comment 6.  Section 9.3 of Exhibit 4.4 does not state that the
exclusive forum provision does not apply to actions arising under the Securities Act.
Please revise or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act.
            You may contact Kevin Stertzel at 202-551-3723 or Kevin Woody at 202-551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Danielle Scalzo

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November 7, 2022

VIA EDGAR

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn: Kevin Stertzel and Kevin Woody

Re: Tailwind Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4, filed September 13, 2022 (File No. 333-267403).

Dear Messrs. Stertzel
and Woody,

On behalf of Tailwind Acquisition
Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated October 20,
2022 (the “Comments”), with respect to Amendment No. 1 to the Registration Statement on Form S-4 as filed
by the Company on October 20, 2022 (“Amendment No. 1”). The Company is concurrently submitting via EDGAR
this letter and Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”).

The Staff’s comments
are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 1.

Amendment No. 1 to Registration Statement
on Form S-4 filed October 20, 2022

General

1. Comment: We note your disclosure on page 57 that Tailwind's sponsor, directors, officers,
advisors and their affiliates “may” purchase Class A Common Stock or Public Warrants in the open market and vote the
securities in favor of approval of the business combination transaction. Please provide your analysis on how such potential purchases
would comply with Rule 14e-5.

Response:
The Company’s sponsor, directors, officers, advisors and their affiliates will not purchase Class A Common Stock or Public
Warrants in the open market prior to the Tailwind Special Meeting. In response to the Staff’s comment, the Company has revised the
disclosure on page 58 of Amendment No. 2.

2. Comment: We note your response to comment 26. Please tell us whether you were copied on Jefferies'
written notice to the Commission and if so, please provide us with the notice.

Response:
The Company was copied on Jefferies’ written notice to the Commission and will supplementally provide to the Staff a copy of the
notice.

 Summary

Other Agreements, page 3

3. Comment: Please revise to disclose in this section the pricing formula for sales of shares under
the Lincoln Park Purchase Agreement, as discussed on page 202.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 5 of Amendment No. 2.

Results of Operations

Sales and marketing, page 149

4. Comment: We have reviewed your response to comment 20. Please provide additional information
as to why you have not made conforming changes to your 2021 results as a result of the "reclassification of service and applications
labs personnel to cost of revenue and research and development." Additionally, please tell use the magnitude of those reclassifications.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 150 of Amendment No. 2. In addition,
since the retirement of Nuburu’s Chief Marketing and Sales Officer and the promotions of previous sales and marketing personnel
to new positions within the Company occurred in 2022, no conforming changes were needed for fiscal year 2021 expenses.

Interests of Tailwind’s Directors and Officers in the Business
Combination, page 180

5. Comment: We note your response to comment 33 and reissue in part. Please clarify how the board
considered the conflicts in negotiating and recommending the business combination.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 64, 65, 97 and 179    of Amendment
No. 2.

    - 2 -

Description of New Nuburu Capital
Stock

Warrants, page 247

6. Comment: We note your response to comment 35. Disclosure on page 252 provides the warrant
agreement contains an exclusive forum provision that applies to claims under the Securities Act. If the provision applies to Securities
Act claims, please also revise your disclosure to state that there is uncertainty as to whether a court would enforce such provision and
that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Additionally, revise
Section 9.3 of Exhibit 4.4 and the risk factor disclosure for clarify and consistency.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 41, 244 and 252   of Amendment
No. 2.

Material U.S. Federal Income Tax
Consequences, page 256

7. Comment: We note your response to comment 36, but are unable to agree that the qualification
of the merger as a reorganization within the meaning of Section 368(a) is not relevant to investors. Please revise your disclosure
beginning on page 256 to address Section 368(a) and, if applicable, Section 351 of the Code. Please also make similar
revisions to the Questions and Answers section beginning on page xii. To the extent you intend to file a short form tax opinion as
Exhibit 8.1, please also revise your disclosure on page 256 to reflect that the discussion reflects the opinion of counsel and
is not solely a "summary." Refer to Items 3(k) and 4(a)(6) of Form S-4 and Item 601(b)(8) of Regulation
S-K. We also refer you to Section III.A.2 of Staff Legal Bulletin No. 19, which does not limit materiality to voting stockholders.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure to disclose the impact to investors
of the Merger failing to qualify as a reorganization within the meaning of Section 368(a).  The Company believes that
the Merger’s failure to qualify as a reorganization within the meaning of Section 368(a) will not impact
shareholders of the Company, because the Company is the acquirer in the Merger and, therefore, shareholders of the Company are not
receiving merger consideration.  Rather, the failure of the Merger to qualify as a reorganization would impact Nuburu’s
shareholders because they are the sellers, and, therefore, those who have a tax-realization event as a result of the Merger.
The Company is not providing disclosure on whether the Merger is tax-free to Nuburu’s shareholders (however, Nuburu intends to provide a separate information statement to its shareholders which may include tax disclosure). In response to the
Staff’s comment, the Company has revised the disclosure on pages xix, 256, 257 and 260 of Amendment No. 2.

* * * * * * * * * *

    - 3 -

Please do not hesitate to contact me at (212)
728-8620 if you have comments or if you require additional information regarding Amendment No. 2.

Respectfully submitted,

    /s/ Danielle Scalzo

    Danielle Scalzo

cc: Philip Krim,
Chairman, Tailwind Acquisition Corp.

Chris Hollod, Chief Executive Officer, Tailwind
Acquisition Corp.

Michael J. Danaher, Wilson Sonsini Goodrich &
Rosati, PC

Brian Dillavou, Wilson Sonsini Goodrich &
Rosati, PC

Brendan Ripley Mahan, Wilson Sonsini Goodrich &Rosati,
PC

    - 4 -

United States securities and exchange commission logo
November 3, 2022
Chris Hollod
Chief Executive Officer
Tailwind Acquisition Corp.
1545 Courtney Avenue
Los Angeles, CA 90046
Re:Tailwind Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed October 20, 2022
File No. 333-267403
Dear Chris Hollod:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 7, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed October 20, 2022
General
1.We note your disclosure on page 57 that Tailwind's sponsor, directors, officers, advisors
and their affiliates “may” purchase Class A Common Stock or Public Warrants in the
open market and vote the securities in favor of approval of the business combination
transaction.  Please provide your analysis on how such potential purchases would comply
with Rule 14e-5.
2.We note your response to comment 26.  Please tell us whether you were copied on
Jefferies' written notice to the Commission and if so, please provide us with the notice.

 FirstName LastNameChris Hollod
 Comapany NameTailwind Acquisition Corp.
 November 3, 2022 Page 2
 FirstName LastName
Chris Hollod
Tailwind Acquisition Corp.
November 3, 2022
Page 2
Summary
Other Agreements, page 3
3.Please revise to disclose in this section the pricing formula for sales of shares under the
Lincoln Park Purchase Agreement, as discussed on page 202.
Results of Operations
Sales and marketing, page 149
4.We have reviewed your response to comment 20.  Please provide additional information
as to why you have not made conforming changes to your 2021 results as a result of the
"reclassification of service and applications labs personnel to cost of revenue and research
and development."  Additionally, please tell use the magnitude of those reclassifications.
Interests of Tailwind's Directors and Officers in the Business Combination, page 180
5.We note your response to comment 33 and reissue in part.  Please clarify how the board
considered the conflicts in negotiating and recommending the business combination.
Description of New Nuburu Capital Stock
Warrants, page 247
6.We note your response to comment 35.  Disclosure on page 252 provides the warrant
agreement contains an exclusive forum provision that applies to claims under the
Securities Act.  If the provision applies to Securities Act claims, please also revise your
disclosure to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder.  Additionally, revise Section 9.3 of Exhibit 4.4 and
the risk factor disclosure for clarify and consistency.
Material U.S. Federal Income Tax Consequences, page 256
7.We note your response to comment 36, but are unable to agree that the qualification of the
merger as a reorganization within the meaning of Section 368(a) is not relevant to
investors.  Please revise your disclosure beginning on page 256 to address Section 368(a)
and, if applicable, Section 351 of the Code.  Please also make similar revisions to the
Questions and Answers section beginning on page xii.  To the extent you intend to file a
short form tax opinion as Exhibit 8.1, please also revise your disclosure on page 256 to
reflect that the discussion reflects the opinion of counsel and is not solely a "summary."
Refer to Items 3(k) and 4(a)(6) of Form S-4 and Item 601(b)(8) of Regulation S-K.  We
also refer you to Section III.A.2 of Staff Legal Bulletin No. 19, which does not limit
materiality to voting stockholders.

 FirstName LastNameChris Hollod
 Comapany NameTailwind Acquisition Corp.
 November 3, 2022 Page 3
 FirstName LastName
Chris Hollod
Tailwind Acquisition Corp.
November 3, 2022
Page 3
            You may contact Kevin Stertzel at (202) 551-3723 or Kevin Woody at (202) 551-3629 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Patrick Fullem at (202) 551-8337 or Erin Purnell at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Danielle Scalzo

CORRESP
1
filename1.htm

October 19, 2022

VIA EDGAR

Office of Manufacturing

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attn: Kevin Stertzel and Kevin Woody

 Re: Tailwind Acquisition Corp. Amendment No. 1 to the Registration Statement on Form S-4, filed September 13, 2022 (File
No. 333-267403).

Dear Messrs. Stertzel
and Woody,

On behalf of Tailwind Acquisition
Corp. (“we,” “our,” or the “Company”), we submit this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated October 7,
2022 (the “Comments”), with respect to the above referenced Registration Statement on Form S-4 as filed by the
Company on September 13, 2022 (the “S-4”). The Company is concurrently submitting via EDGAR this letter and Amendment
No. 1 to the S-4 (“Amendment No. 1”).

The Staff’s comments
are summarized below in italicized text, and our responses to the Staff’s comments are set out immediately under the restated comment.
Unless otherwise indicated, defined terms used herein have the meanings set forth in the S-4.

General

 1. Comment: Revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including
minimum, maximum and interim redemption levels.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 16 of Amendment No. 1.

 2. Comment: Please revise to disclose all possible sources and extent of dilution that shareholders
who elect not to redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each
significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants retained by
redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 9 and 10 of Amendment No. 1.

 3. Comment: Quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 63 and  75 of Amendment No. 1.

 4. Comment: It appears that underwriting fees remain constant and are not adjusted based on redemptions.
Revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented
in your sensitivity analysis related to dilution.

Response: The Company respectfully advises the Staff
that, because Jefferies waived its entitlement to deferred underwriting fees with respect to the Business Combination, there is no underwriting
fee payable by the Company at any redemption level in connection with the Business Combination.

 5. Comment: Please identify the governmental approvals, including both federal and state approvals,
that are necessary for the Business Combination, and the status of such compliance or approval pursuant to Item 3(i) of Form S-4.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 196 of Amendment No. 1.

 6. Comment: With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, or has substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved
in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors
that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review
by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you
from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such
as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which
would expire worthless.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page  xv of Amendment No. 1.

      - 2 -

 7. Comment: We note your disclosure on page 45 regarding Russia's invasion of Ukraine. Please
revise your filing, as applicable, to provide more specific disclosure related to the direct or indirect impact that Russia's invasion
of Ukraine and the international response have had or may have on your business. For additional guidance, please see the Division of Corporation
Finance's Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues,
issued by the Staff in May 2022.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 48 of Amendment No. 1.

Risk Factors, Page 19

 8. Comment: Please highlight the material risks to public warrant holders, including those arising
from differences between private and public warrants. Clarify whether recent common stock trading prices exceed the threshold that would
allow the company to redeem public warrants. Clearly explain the steps, if any, the company will take to notify all shareholders, including
beneficial owners, regarding when the warrants become eligible for redemption.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 61 and 62 of Amendment No. 1.

 9. Comment: Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter
that would be subject to liability for any material misstatements or omissions in a registration statement.

Response: The Company respectfully acknowledges the
Staff’s comment, and note that the requested disclosure was included in the risk factor on pages 61 and 62 of
the S-4, and is included on page 66 of Amendment No. 1.

We are an early-stage company with
a history..., page 19

 10. Comment: We note your disclosure that as of December 31, 2021, you had an accumulated deficit
of approximately $47.1 million. Please reconcile this with your disclosure on page F-47.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page F-48 of Amendment No. 1.

      - 3 -

Our business is dependent on a limited
number of customers..., page 20

 11. Comment: We note your business is dependent on a limited number of customers and that for the
year ended December 31, 2021, approximately 95% of your revenue came from five customers. To the extent you have material contracts
with such customers, please revise in an appropriate place, to include a description of the material terms and file the agreements as
exhibits. Please refer to Item 601(b)(10) of Regulation S-K.

Response: The Company respectfully advises the Staff
that it does not believe that Nuburu is currently party to any material contracts with any of its customers that are required to be filed
under Item 601(b)(10) of Regulation S-K, including Item 601(b) (10)(ii)(B). Although Nuburu enters into agreements or purchase
orders with its customers in the ordinary course of its business, the Company respectfully advises the Staff that Nuburu is not “substantially
dependent” on any such agreements or purchase orders.

The failure of our suppliers to deliver
necessary raw materials..., page 22

 12. Comment: We note your risk factor that your supply chain may be impacted by exchange rate fluctuations, volatility in regional
markets from where materials are obtained, changes in the general macroeconomic outlook, global trade disputes, political instability,
expropriation or nationalization of property and public health emergencies such as the COVID-19 pandemic. Update your risks characterized
as potential if recent supply chain disruptions have impacted your operations.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 23, 24, 48 and 129 of Amendment No. 1.

We depend on sole source or limited
source suppliers..., page 22

 13. Comment: We note that you rely on a sole supplier for some key components and materials, including laser diodes and optical
filters. Please disclose the risks of this reliance and any disruptions you have experienced due to such reliance.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 23 and 24 of Amendment No. 1.

We currently partner with and in the future may derive a portion...,
page 25

 14. Comment: We note you currently partner with and derive a portion of your revenue from government entities. To the extent
material, disclose the portion of your revenue generated by sales to government entities.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 27 of Amendment No. 1.

      - 4 -

There is uncertainty regarding the federal income tax consequences...,
page 71

 15. Comment: We note that your disclosure in this section discusses the uncertainty regarding the federal income tax consequences
to holders of Class A Common Stock who exercise their redemption rights. We note also your disclosure on page xviii that you
expect that a U.S. Holder that exercises its redemption rights will be treated as selling such shares resulting in the recognition of
capital gain or capital loss. Please therefore revise your discussion in risk factors to prominently and clearly state your expectation
with respect to redemption rights so that it is consistent with your disclosure on page xviii.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 76 and 77 of Amendment No. 1.

Information about Tailwind

Voting Restrictions in Connection with Stockholder Meeting, page 97

 16. Comment: We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided
in exchange for this agreement.

Response: In response to the Staff’s comment,
the Company has revised the disclosure in the Notice of the Special Meeting of Stockholders included with Amendment No. 1 and on page 103 of Amendment No. 1.

Information about Nuburu

Intellectual Property, page 125

 17. Comment: Please revise your intellectual property disclosure to clearly describe on an individual or patent family basis
the type of patent protection granted for each product or product line, the expiration year of each patent held, and the jurisdiction
of each patent. Please clearly distinguish between owned patents and licensed patents. In this regard it may be useful to provide tabular
disclosure.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page   131 of Amendment No. 1. The Company respectfully submits
that it has considered the Staff’s comment in light of Nuburu’s patent portfolio and determined that the revised disclosure
(rather than a list of individual patents, which would be voluminous) is the presentation that will provide shareholders with the most
meaningful information in the appropriate context. The Company believes that providing individual patent-level disclosure would potentially
be misleading and confusing to shareholders, who might draw incorrect conclusions from disclosure that would be so voluminous.

      - 5 -

Nuburu Management's Discussion and Analysis of Financial Condition
and Results of Operations

Key Factors and Trends Affecting our Business, page 137

 18. Comment: We note your disclosure that recent inflationary pressures are resulting in global central banks adopting less
accommodating monetary policies and increasing interest rates, which could increase the cost of equipment. Please update your disclosure
to identify actions planned or taken, if any, to mitigate inflationary pressures.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 155 of Amendment No. 1.

Non-GAAP Information, page 139

 19. Comment: We note you provide disclosure of a non-GAAP liquidity measure you refer to as "Free Cash Flow". We further
note your measure does not calculate Free Cash Flow in the generally understood manner, which is cash flow from operating activities,
less capital expenditures. Please refer to Question 102.07 of the SEC's Compliance and Disclosure Interpretations for Non-GAAP measures
and Item 10(e)(ii) of Regulation S-K for guidance on non-GAAP measures and revise your non-GAAP measure accordingly.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 146 and 147 of Amendment No. 1.

Results of Operations

Operating expenses, page 142

 20. Comment: We note the decrease in sales and marketing expenses is primarily due to the "reclassification of service
and applications labs personnel to cost of revenue and research and development" in 2022. Please explain why you have not made a
conforming change to your 2021 results for these costs.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 149 of Amendment No. 1.

Security Ownership of Certain Beneficial Owners..., page 150

 21. Comment: Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined company,
assuming exercise and conversion of all securities.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page   160 of Amendment No. 1.

      - 6 -

 22. Comment: If true, please revise to prominently disclose that the combined company will be a controlled company, identify
the controlling shareholders and the shareholders’ total voting power, and include appropriate risk factor disclosure.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on pages 9 and 53 of Amendment No. 1.

 23. Comment: Please disclose the natural person or persons who exercise the voting and/or dispositive powers with respect to
the securities owned by Polar Asset Management Partners as required by Item 18(a)(5)(ii) of Form S-4, which refers to Item 6
of Schedule 14A, which requires disclosure pursuant to Item 403 of Regulation S-K.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 160 of Amendment No. 1.

 24. Comment: Please provide the information required by Item 201 of Regulation S-K in relation to Tailwind Acquisition Corp.
shares, including the number of holders.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 158 of Amendment No. 1.

The Business Combination

Background of the Business Combination, page 164

 25. Comment: We note that the investor presentation referenced on page 168 and filed as Exhibit 99.2 to the 8-K filed
August 8, 2022 contained projections with respect to revenue growth. Please revise to include the material projections presented
to the board. Please explain the assumptions used in making the projections.

Response: The Company respectfully advises the Staff
that the investor presentation referenced on page 168 and filed as Exhibit 99.2 to the 8-K filed August 8, 2022 contained
a projection only with respect to serviceable addressable market growth, but not a projection of Nuburu’s re

United States securities and exchange commission logo
October 7, 2022
Chris Hollod
Chief Executive Officer
Tailwind Acquisition Corp.
1545 Courtney Avenue
Los Angeles, CA
Re:Tailwind Acquisition Corp.
Registration Statement on Form S-4
Filed September 13, 2022
File No. 333-267403
Dear Chris Hollod:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed September 13, 2022
General
1.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
2.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.

 FirstName LastNameChris Hollod
 Comapany NameTailwind Acquisition Corp.
 October 7, 2022 Page 2
 FirstName LastName
Chris Hollod
Tailwind Acquisition Corp.
October 7, 2022
Page 2
3.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
4.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
5.Please identify the governmental approvals, including both federal and state approvals,
that are necessary for the Business Combination, and the status of such compliance or
approval pursuant to Item 3(i) of Form S-4.
6.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate.  Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
7.We note your disclosure on page 45 regarding Russia's invasion of Ukraine.  Please revise
your filing, as applicable, to provide more specific disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business.  For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.
Risk Factors, page 19
8.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.

 FirstName LastNameChris Hollod
 Comapany NameTailwind Acquisition Corp.
 October 7, 2022 Page 3
 FirstName LastName
Chris Hollod
Tailwind Acquisition Corp.
October 7, 2022
Page 3
9.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
We are an early-stage company with a history..., page 19
10.We note your disclosure that as of December 31, 2021, you had an accumulated deficit of
approximately $47.1 million.  Please reconcile this with your disclosure on page F-47.
Our business is dependent on a limited number of customers..., page 20
11.We note your business is dependent on a limited number of customers and that for the
year ended December 31, 2021, approximately 95% of your revenue came from five
customers.  To the extent you have material contracts with such customers, please revise
in an appropriate place, to include a description of the material terms and file the
agreements as exhibits.  Please refer to Item 601(b)(10) of Regulation S-K.
The failure of our suppliers to deliver necessary raw materials..., page 22
12.We note your risk factor that your supply chain may be impacted by exchange rate
fluctuations, volatility in regional markets from where materials are obtained, changes in
the general macroeconomic outlook, global trade disputes, political instability,
expropriation or nationalization of property and public health emergencies such as the
COVID-19 pandemic.  Update your risks characterized as potential if recent supply chain
disruptions have impacted your operations.
We depend on sole source or limited source suppliers..., page 22
13.We note that you rely on a sole supplier for some key components and materials,
including laser diodes and optical filters.  Please disclose the risks of this reliance and any
disruptions you have experienced due to such reliance.
We currently partner with and in the future may derive a portion..., page 25
14.We note you currently partner with and derive a portion of your revenue from government
entities.  To the extent material, disclose the portion of your revenue generated by sales
to government entities.

 FirstName LastNameChris Hollod
 Comapany NameTailwind Acquisition Corp.
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 FirstName LastName
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Tailwind Acquisition Corp.
October 7, 2022
Page 4
There is uncertainty regarding the federal income tax consequences..., page 71
15.We note that your disclosure in this section discusses the uncertainty regarding the federal
income tax consequences to holders of Class A Common Stock who exercise their
redemption rights.  We note also your disclosure on page xviii that you expect that a U.S.
Holder that exercises its redemption rights will be treated as selling such shares resulting
in the recognition of capital gain or capital loss.  Please therefore revise your discussion in
risk factors to prominently and clearly state your expectation with respect to redemption
rights so that it is consistent with your disclosure on page xviii.
Information about Tailwind
Voting Restrictions in Connection with Stockholder Meeting, page 97
16.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
Information about Nuburu
Intellectual Property, page 125
17.Please revise your intellectual property disclosure to clearly describe on an individual or
patent family basis the type of patent protection granted for each product or product line,
the expiration year of each patent held, and the jurisdiction of each patent.  Please clearly
distinguish between owned patents and licensed patents.  In this regard it may be useful to
provide tabular disclosure.
Nuburu Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors and Trends Affecting our Business, page 137
18.We note your disclosure that recent inflationary pressures are resulting in global central
banks adopting less accommodating monetary policies and increasing interest rates, which
could increase the cost of equipment.  Please update your disclosure to identify actions
planned or taken, if any, to mitigate inflationary pressures.
Non-GAAP Information, page 139
19.We note you provide disclosure of a non-GAAP liquidity measure you refer to as "Free
Cash Flow".  We further note your measure does not calculate Free Cash Flow in the
generally understood manner, which is cash flow from operating activities, less capital
expenditures.  Please refer to Question 102.07 of the SEC's Compliance and Disclosure
Interpretations for Non-GAAP measures and Item 10(e)(ii) of Regulation S-K for
guidance on non-GAAP measures and revise your non-GAAP measure accordingly.

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October 7, 2022
Page 5
Results of Operations
Operating expenses, page 142
20.We note the decrease in sales and marketing expenses is primarily due to the
"reclassification of service and applications labs personnel to cost of revenue and research
and development" in 2022.  Please explain why you have not made a conforming change
to your 2021 results for these costs.
Security Ownership of Certain Beneficial Owners..., page 150
21.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
22.If true, please revise to prominently disclose that the combined company will be a
controlled company, identify the controlling shareholders and the shareholders’ total
voting power, and include appropriate risk factor disclosure.
23.Please disclose the natural person or persons who exercise the voting and/or dispositive
powers with respect to the securities owned by Polar Asset Management Partners as
required by Item 18(a)(5)(ii) of Form S-4, which refers to Item 6 of Schedule 14A, which
requires disclosure pursuant to Item 403 of Regulation S-K.
24.Please provide the information required by Item 201 of Regulation S-K in relation to
Tailwind Acquisition Corp. shares, including the number of holders.
The Business Combination
Background of the Business Combination, page 164
25.We note that the investor presentation referenced on page 168 and filed as Exhibit 99.2 to
the 8-K filed August 8, 2022 contained projections with respect to revenue growth.  Please
revise to include the material projections presented to the board.  Please explain the
assumptions used in making the projections.
26.We note your disclosure on page 167 that Jefferies notified Tailwind that it would not act
in any capacity in connection with the Business Combination and waived its entitlement to
deferred underwriting fees.  Please provide us with any correspondence between Jefferies
and Tailwind relating to its resignation.
27.Please disclose how Jefferies' waiver of the deferred underwriting commissions was
obtained, why the waiver was agreed to, and clarify the SPAC’s current relationship with
Jefferies.  Revise your pro forma financial information and relevant disclosure referring to
the payment of deferred underwriting commissions.

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 FirstName LastName
Chris Hollod
Tailwind Acquisition Corp.
October 7, 2022
Page 6
28.Please describe what relationship existed between Jefferies and Tailwind after the close of
the IPO, including any financial or merger-related advisory services conducted by
Jefferies.  For example, clarify whether Jefferies had any role in the identification or
evaluation of business combination targets.
29.Tell us whether Jefferies was involved in the preparation of any disclosure that is included
in the Form S-4 registration statement, including any analysis underlying disclosure in the
registration statement.  If so, clarify their involvement, whether they have retracted any
work product associated with the transaction, and the risk of such withdrawal and reliance
on their expertise.  Further, please clarify that Jefferies claims no role in the SPAC’s
business combination transaction and has affirmatively disclaimed any responsibility for
any of the disclosure in this registration statement.
30.Please tell us whether you are aware of any disagreements with Jefferies regarding the
disclosure in your registration statement.  Further, please add risk factor disclosure that
clarifies that Jefferies was to be compensated, in part, on a deferred basis for its
underwriting services in connection with the SPAC IPO and such services have already
been rendered, yet Jefferies is waiving such fees and disclaiming responsibility for the
Form S-4 registration statement.  Clarify the unusual nature of such a fee waiver and the
impact of it on the evaluation of the business combination.
31.Disclose whether Jefferies provided you with any reasons for the fee waiver.  If there was
no dialogue and you did not seek out the reasons why Jefferies was waiving deferred fees,
despite already completing their services, please indicate so in your registration
statement.  Further, revise the risk factor disclosure to explicitly clarify that Jefferies has
performed all their obligations to obtain the fee and therefore is gratuitously waiving the
right to be compensated.
Interests of Tailwind’s Directors and Officers in the Business Combination, page 171
32.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
33.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors.  This
could include fiduciary or contractual obligations to other entities as well as any interest
in, or affiliation with, the target company.  In addition, please clarify how the board
considered those conflicts in negotiating and recommending the business combination.
34.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company.  Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.

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Page 7
Description of New Nuburu Capital Stock
Warrants, page 237
35.We note your disclosure that the exclusiv

CORRESP
1
filename1.htm

September 1, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Liz Packebusch

 Re: REQUEST FOR ACCELERATION OF EFFECTIVENESS

                                                                                Tailwind Acquisition Corp. (CIK No. 0001814215)

Registration Statement on Form S-1, as
amended (File No. 333-248113)

Dear Ms. Packebusch:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned,
for itself and the other Underwriters, hereby join in the request of Tailwind Acquisition Corp. that the effective date of the
above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on Thursday,
September 3, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460
of the General Rules and Regulations under the Securities Act, the undersigned advise that as of the date hereof, approximately
150 copies of the Preliminary Prospectus dated September 1, 2020 are expected to be distributed to prospective underwriters and dealers,
institutional investors, retail investors and others.

The undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

[Remainder of Page Intentionally Blank]

Very truly yours,

JEFFERIES LLC

    By:
    /s/ Tina Pappas

    Name: Tina Pappas

    Title: Managing Director

As Representative of the Underwriters

[Signature Page to Underwriter Acceleration
Request]

CORRESP
1
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Tailwind Acquisition Corp.

1545 Courtney Ave

Los Angeles, CA 90046

September 1, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch

 Re: Tailwind Acquisition Corp.

Registration Statement on Form S-1

File No. 333-248113

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Tailwind Acquisition Corp. (the “Company”)
hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time on
Thursday, September 3, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel,
Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Christian O. Nagler, of Kirkland
& Ellis LLP, special counsel to the Company, at (212) 446-4660, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Chris Hollod

    Chris Hollod

    Chief Executive Officer

CORRESP
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Tailwind Acquisition Corp.

1545 Courtney Ave

Los Angeles,
CA 90046

August 26, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Liz Packebusch

 Re: Tailwind Acquisition Corp.

Registration Statement on Form S-1

Filed August 18, 2020

File No. 333-248113

Ladies and Gentlemen:

This letter sets forth responses of Tailwind
Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated August 25, 2020, with
respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).

The text of the Staff’s comments has
been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the
Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments
immediately below each numbered comment.

In addition, the Company has revised Registration
Statement in response to the Staff’s comments and the Company is concurrently filing an amendment to the Registration Statement
with this letter.

Registration Statement on Form S-1 filed August 18, 2020

Our Advisory Board, page 79

 1. Staff’s comment: We note your disclosure that you have "assembled a highly differentiated
                                                           Advisory Board of accomplished founders and operators that will help position [you] as the value-add partner of choice
                                                           for today’s leading entrepreneurs." Please expand your disclosure to delineate the specific roles and
                                                           duties of the Advisory Board in contrast to the duties of your management team in connection with any initial business
                                                           combination. Please also disclose whether you intend to pay any consulting
fees or other compensation to members of your Advisory Board.  We note disclosure that no compensation of any kind, including
finder’s and consulting fees, will be paid to your "sponsor, officers and directors, or any of their respective affiliates,"
for services rendered prior to or in connection with the completion of your initial business combination. Please clarify.

Response: The Company
acknowledges the Staff’s comment and has provided clarifications to the disclosure.

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please contact Christian O. Nagler at (212) 446-4660 and
Peter S. Seligson at (212) 446-4756 of Kirkland & Ellis LLP.

    Sincerely,

    /s/ Matt Eby

    Chief Executive Officer

Via E-mail:

 cc: Christian O. Nagler

Peter S. Seligson

Kirkland & Ellis LLP

      2

United States securities and exchange commission logo
August 25, 2020
Matt Eby
Chief Financial Officer
Tailwind Acquisition Corp.
1545 Courtney Ave
251 Little Falls Drive
Los Angeles, CA 90046
Re:Tailwind Acquisition Corp.
Registration Statement on Form S-1
Filed August 18, 2020
File No. 333-248113
Dear Mr. Eby:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 18, 2020
Our Advisory Board, page 79
1.We note your disclosure that you have "assembled a highly differentiated Advisory Board
of accomplished founders and operators that will help position [you] as the value-add
partner of choice for today’s leading entrepreneurs." Please expand your disclosure
to delineate the specific roles and duties of the Advisory Board in contrast to the duties of
your management team in connection with any initial business combination. Please also
disclose whether you intend to pay any consulting fees or other compensation to members
of your Advisory Board.  We note disclosure that no compensation of any kind, including
finder’s and consulting fees, will be paid to your "sponsor, officers and directors, or any of
their respective affiliates," for services rendered prior to or in connection with the

 FirstName LastNameMatt Eby
 Comapany NameTailwind Acquisition Corp.
 August 25, 2020 Page 2
 FirstName LastName
Matt Eby
Tailwind Acquisition Corp.
August 25, 2020
Page 2
completion of your initial business combination. Please clarify.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lily Dang, Staff Accountant, at (202) 551-3867 or Joseph Klinko, Staff
Accountant, at (202) 551-3824 if you have questions regarding comments on the financial
statements and related matters.  Please contact Liz Packebusch, Staff Attorney, at (202) 551-
8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Peter Seligson

CORRESP
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Tailwind Acquisition Corp.

c/o Corporation Service Company

251 Little
Falls Drive

Wilmington,
DE 19808

August 18, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Liz Packebusch

 Re: Tailwind Acquisition Corp.

Registration Statement on Form S-1

Confidentially Submitted June 17, 2020

CIK No. 0001814215

Ladies and Gentlemen:

This letter sets forth responses of Tailwind
Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated July 14, 2020, with
respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).

The text of the Staff’s comments has
been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the
Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments
immediately below each numbered comment.

In addition, the Company has revised Registration
Statement in response to the Staff’s comments and the Company is concurrently filing an amendment to the Registration Statement
with this letter.

Draft Registration Statement on Form S-1 filed June 17, 2020

Management, page 101

1. Staff’s comment: Please revise to clarify the business experience of your director, Alan Sheriff, to clearly
include his principal occupations and employment during the past five years. In particular, please revise to provide the time period that
Mr. Sheriff served as Co-Chief Executive Officer of Solebury Capital. See Item 401(e) of Regulation S-K.

Response: The Company
acknowledges the Staff’s comment and has revised the biography of Mr. Sheriff in the amendment to the Registration Statement
filed with the Commission concurrently with this response letter.

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please contact Christian O. Nagler at (212) 446-4660 and
Peter S. Seligson at (212) 446-4756 of Kirkland & Ellis LLP.

    Sincerely,

    /s/
    Chris Hollod

    Chief
    Executive Officer

Via E-mail:

cc: Christian O. Nagler

Peter S. Seligson

Kirkland & Ellis LLP

    2

United States securities and exchange commission logo
July 14, 2020
Matt Eby
Chief Executive Officer
Tailwind Acquisition Corp.
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808
Re:Tailwind Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted June 17, 2020
CIK No. 0001814215
Dear Mr. Eby:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Management, page 101
1.Please revise to clarify the business experience of your director, Alan Sheriff, to clearly
include his principal occupations and employment during the past five years. In particular,
please revise to provide the time period that Mr. Sheriff served as Co-Chief Executive
Officer of Solebury Capital. See Item 401(e) of Regulation S-K.
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or Lily Dang, Staff
Accountant, at (202) 551-3867 if you have questions regarding comments on the financial
statements and related matters.  Please contact Liz Packebusch, Staff Attorney, at (202) 551-

 FirstName LastNameMatt Eby
 Comapany NameTailwind Acquisition Corp.
 July 14, 2020 Page 2
 FirstName LastName
Matt Eby
Tailwind Acquisition Corp.
July 14, 2020
Page 2
8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Peter Seligson